424B3 1 ny20062660x3_424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)

Under the Securities Act of 1933, as amended

Registration No. 333-292684

PROSPECTUS

BARNWELL INDUSTRIES, INC.

3,250,245 shares of Common Stock

The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to an aggregate of 3,250,245 shares of our common stock, par value $0.50 per share, which are comprised of (i) 2,221,141 shares of common stock issued and outstanding (the “common shares”) and (ii) 1,029,104 shares of common stock issuable upon exercise of common warrants (the “Warrants”) issued by us in a private placement to the selling stockholders that are party to the Securities Purchase Agreement, dated November 24, 2025 (the “Purchase Agreement”). The common shares and the shares of common stock issuable upon exercise of the Warrants are collectively referred to herein as the “Shares”.

We are not selling any shares of our common stock under this prospectus and will not receive any of the proceeds from the sale of the Shares by the selling stockholders. We will, however, receive the net proceeds of any Warrants exercised for cash.

The selling stockholders may sell or otherwise dispose of the Shares covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholders may sell or otherwise dispose of the Shares covered by this prospectus in the section entitled “Plan of Distribution” on page 11 of this prospectus. For information on the selling stockholders, see the section entitled “Selling Stockholders” on page 8 of this prospectus. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Shares covered by this prospectus will be borne by the selling stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Shares with the Securities and Exchange Commission (the “SEC” or the “Commission”).

Our common stock is listed on NYSE American under the symbol “BRN.” On January 9, 2026, the last reported sale price of our common stock was $1.10 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves risks. You should carefully read the “Risk Factors” beginning on page 4 of this prospectus before investing.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 30, 2026


			Page
ABOUT THIS PROSPECTUS			ii
PROSPECTUS SUMMARY			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
RISK FACTORS			4
USE OF PROCEEDS			5
DESCRIPTION OF CAPITAL STOCK			6
SELLING STOCKHOLDERS			8
PLAN OF DISTRIBUTION			11
LEGAL MATTERS			13
EXPERTS			13
WHERE YOU CAN FIND MORE INFORMATION			13
INFORMATION INCORPORATED BY REFERENCE			14


Name of Selling Stockholder	Shares Owned Prior to Offering	Shares Offered by this Prospectus	Shares Owned After Offering	Percentage of Shares Beneficially Owned After Offering⁽¹⁾
Bradley L. Radoff	840,136⁽²⁾	840,136	0	*
The Radoff Family Foundation	840,135⁽³⁾	840,135	0	*
Joshua E. Schechter	59,721⁽⁴⁾	59,721	0	*
Greybridge Capital LLC	119,444⁽⁵⁾	119,444	0	*
MGJSC2 Partners LLC	298,612⁽⁶⁾	298,612	0	*
Sean Wallace	173,574⁽⁷⁾	163,574	10,000	*
Lisa Wallace	53,622⁽⁸⁾	53,622	0	*
Diana Luce Wallace 2001 Trust	21,694⁽⁹⁾	21,694	0	*
Jon Bloom	59,721⁽¹⁰⁾	59,721	0	*
Metrolina Capital Investors, LLC	262,780⁽¹¹⁾	262,780	0	*
Virtus Capital LP	119,444⁽¹²⁾	119,444	0	*
David Scher	26,277⁽¹³⁾	26,277	0	*
Stephen Esposito	13,138⁽¹⁴⁾	13,138	0	*
Gary C. Ribe	131,389⁽¹⁵⁾	131,389	0	*
Russell Anmuth	29,860⁽¹⁶⁾	29,860	0	*
Eric Furey	47,776⁽¹⁷⁾	47,776	0	*
Kenneth S. Grossman	262,971⁽¹⁸⁾	59,563	203,408	1.6%
Joshua S. Horowitz	124,343⁽¹⁹⁾	14,563	109,780	*
Palm Global Small Cap Master Fund LP	315,276⁽²⁰⁾	45,000	270,276	2.2%
Equity Trust Company Custodian FBO Philip Patman IRA	127,003⁽²¹⁾	43,796	83,207	*

SEC Form 424B3 filed by Barnwell Industries Inc.